SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Hayes Lemmerz International, Inc.
(formerly Hayes Wheels International, Inc.)
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
421124-10-8
(CUSIP Number)
Michael G. Capatides
CIBC WG Argosy Merchant Fund 2, L.L.C.
425 Lexington Avenue, 9th Floor
New York, New York 10017
(212) 856-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 1997
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
(Page 1 of 9)
<PAGE>
SCHEDULE 13D
CUSIP No. 431124-10-8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBC WG Argosy Merchant Fund 2, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
NUMBER OF 8. SHARED VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14. TYPE OF REPORTING PERSON*
OO
Page 2 of 9
<PAGE>
SCHEDULE 13D
CUSIP No. 431124-10-8
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CIBC Oppenheimer Corp. (formerly CIBC Wood Gundy Securities Corp.)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[ ]
b[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
713,000 shares
NUMBER OF 8. SHARED VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 713,000 shares
WITH
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
713,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.38%
14. TYPE OF REPORTING PERSON*
CO, BD
Page 3 of 9
<PAGE>
This statement amends and restates the information set forth in the
Schedule 13D filed by the Reporting Persons (as defined therein) with the
Securities and Exchange Commission (the "Commission") on July 29, 1996, as
amended by Amendment No. 1 filed with the Commission on November 4, 1996, and
constitutes Amendment No. 2.
ITEM 1. Security and Issuer.
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $.01 per share (the "Company Common Stock"), of Hayes Lemmerz
International, Inc. (formerly Hayes Wheels International, Inc.), a Delaware
corporation (the "Company"), which has its principal executive offices at 38481
Huron River Drive, Romulus, Michigan 48174. The Company Common Stock is listed
on the New York Stock Exchange, Inc. (the "NYSE").
ITEM 2. Identity and Background.
This Statement is being filed by CIBC WG Argosy Merchant Fund 2,
L.L.C., a limited liability company under the Delaware Limited Liability Company
Act ("Argosy"), and CIBC Oppenheimer Corp. (formerly CIBC Wood Gundy Securities
Corp.), a Delaware corporation ("CIBC Oppenheimer") . Argosy is engaged
principally in the business of investing in securities. The principal business
address of Argosy and CIBC Oppenheimer is 425 Lexington Avenue, New York, New
York 10017. CIBC Oppenheimer is a broker-dealer registered with the Securities
and Exchange Commission and a member of the NYSE and the National Association of
Securities Dealers, Inc. CIBC Oppenheimer is a wholly-owned indirect subsidiary
of the Canadian Imperial Bank of Commerce ("CIBC"), a foreign bank with agencies
in the United States. Argosy is an affiliate of CIBC.
During the last five years, Argosy and CIBC Oppenheimer have not been
convicted in any criminal proceeding nor has either party been a party to civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
On July 2, 1996, Argosy acquired (i) 2,500,000 shares (after giving
effect to the 1-to-2 stock split) of the Company Common Stock and (ii) 30,000
warrants, with each warrant entitling the holder thereof to purchase two shares
(after giving effect to the 1-to-2 stock split) of Company Common Stock at a
Page 4 of 9
<PAGE>
price of $24.00 (after giving effect to the 1-to-2 stock split) during the
period commencing on the fourth anniversary or the Effective Date (as defined in
Item 4) and ending on the seventh anniversary thereof (the "Warrants") in
exchange for payment by the Argosy of immediately available funds in the amount
of $40,000,000. Argosy obtained such funds from its capital contributions.
The Company and MWC Holdings, Inc., a Delaware corporation ("Holdings")
entered into the Agreement and Plan of Merger, dated as of March 29, 1996 (the
"Merger Agreement"), pursuant to which, among other things, on July 2, 1996 (the
"Effective Date"), Holdings merged with and into the Company (the "Merger") with
the Company continuing as the surviving corporation.
The Company financed a portion of the Merger with new equity
investments with a number of counterparties, including Argosy. As a result of
the Merger, Argosy acquired 2,500,000 shares Of Company Common Stock and 30,000
Warrants in exchange for payment of $40,000,000.
On December 12, 1997, the Board of Directors of the Company authorized
the exchange (the "Argosy Exchange") of the 2,500,000 shares of Company Common
Stock held by Argosy (the "Argosy Voting Shares") for 2,500,000 shares of the
Company's non-voting common stock, par value $.01 per share (the "Argosy
Non-Voting Shares"). On December 18, 1997, Argosy exchanged the Argosy Voting
Shares for Argosy Non-Voting Shares. The Argosy Non-Voting Shares are not
registered under the Securities Act and are not listed on any securities
exchange.
As of February 28, 1998, CIBC Oppenheimer has acquired 713,000 shares
of Company Common Stock by way of open market purchases during the normal course
of its business activities. The aggregate purchase price of these shares (at
cost) is approximately $12,131,144. CIBC Oppenheimer obtained such funds
through its various internal capital funding controls.
ITEM 4. Purpose of Transaction.
As further described in the Joint Proxy Statement, dated May 31, 1996,
of the Company and Holdings (the "Joint Proxy Statement") and the Merger
Agreement, Holdings merged with and into the Company on the Effective Date, with
the Company continuing as the surviving corporation. As a result of the Merger,
Argosy acquired 2,500,000 shares of Company Common Stock, or approximately 11.2%
of the shares of Company Common Stock issued and outstanding as of the Effective
Date (based upon a total of 22,264,800 shares of Company Common Stock issued and
outstanding upon consummation of the Merger on the Effective Date, such number
Page 5 of 9
<PAGE>
being the number of shares of Company Common Stock expected to be issued and
outstanding as of the Effective Date as reported in the Joint Proxy Statement),
and 30,000 Warrants.
The foregoing summary of provisions of the Merger Agreement is
qualified in its entirety by reference to the Merger Agreement.
Immediately after the Merger, Argosy owned 2,500,000 shares of Company
Common Stock and 30,000 Warrants.
Immediately after the Merger, the Company and holders of Company Common
Stock, including Argosy, entered into a stockholders agreement (the
"Stockholders Agreement") pursuant to which, among other things, certain
stockholders agreed to vote their shares of Company Common Stock so that the
Company's Board of Directors will consist of nine members. Each stockholder that
is a party to the Stockholders Agreement has also agreed not to acquire any
shares of Company Common Stock if, as a result of such acquisition, such
stockholder would own in excess of 50% of the outstanding shares of Company
Common Stock.
Pursuant to the Stockholders Agreement, such stockholders have agreed
not to transfer any share of Company Common Stock, other than pursuant to
certain permitted transfers, until the second anniversary of the Merger. The
Stockholder Agreement gives each stockholder a party thereto holding shares of
Company Common Stock received in the Merger with an aggregate value of $15
million the right (exercisable after the second anniversary of the Effective
Date) to require the Company to register under the Securities Act of 1933, as
amended (the "Securities Act"), the resale of all or part of such shares at the
Company's expense on two occasions. The Company has agreed to file the reports
under the Securities Exchange Act of 1934 (the "Exchange Act"), to enable each
such stockholder to sell its shares of Company Commons Stock. Each such
stockholder will be entitled to an unlimited number of piggyback registration,
which will allow such stockholder to include shares of Company Common Stock
(including share of Company Common Stock to be issued upon the exercise of
Warrants) held by it in certain registrations of shares of Company Common Stock
effected by the Company (subject to customary cut-back provisions).
The Stockholders Agreement also provides that the Company will not
repurchase any share of Company Common Stock, other than to fund employee
benefit plans, without the approval of at least 82.5% of the shares of Company
Common Stock subject to the Stockholders Agreement. In addition, the
Stockholders Agreement provides that the Company will file all necessary reports
with the Securities and Exchange Commission ("SEC") if applicable, and take
whatever action any stockholder a party thereto may reasonably request to enable
such stockholder to sell shares of Company Stock without registration under the
Page 6 of 9
<PAGE>
Securities Act with the limitations provided by Rule 144 thereunder. The
Stockholders Agreement may only be amended with the prior written consent of the
Company and at least 82.5% of the shares of Company Common Stock initially
subject thereto. The Stockholder Agreement will terminate on the eighth
anniversary thereof, unless terminated earlier pursuant to its terms.
The securities of the Company to which this Statement relates are held
by: (a) Argosy as an investment; and (b) CIBC Oppenheimer as a part of its sales
and trading portfolio maintained in the ordinary course of its business. The
Argosy Non-Voting Shares held by Argosy do not give Argosy the right to vote on
corporate actions enumerated in clauses (ii) to (x) in the immediately
succeeding sentence. Except as otherwise set forth in this Statement, Argosy and
CIBC Oppenheimer do not presently have any plans or proposals which relate to or
would result in: (i) the acquisition by any portion of additional securities of
the Company, or the disposition of securities of the Company (other than in the
normal course of business); (ii) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (iv) any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or terms of directors or to fill any existing vacancies on
such Board of Directors; (v) any material change in the present capitalization
or dividend policy of the Company; (vi) any other material change in the
Company's business or corporate structure; (vii) changes in the Company's
Amended and Restated Certificate of Incorporation or By-laws or other actions
which may impede the acquisition of control of the Company by any person; (viii)
causing a class of securities of the Company to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (ix) a class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action
similar to any of those enumerated above.
Subject to applicable law and the terms of the Stockholders Agreement,
Argosy or CIBC Oppenheimer may acquire shares of Company Common Stock or sell
some or all of the shares of the Company Common Stock which may be owned by
Argosy or CIBC Oppenheimer from time to time, depending on its evaluation of the
Company's business, prospects and financial condition, the market for the
shares, other opportunities available to Argosy or CIBC Oppenheimer, general
economic conditions, money and stock market conditions and other future
developments.
Page 7 of 9
<PAGE>
ITEM 5. Interest in Securities of the Issuer.
As a result of the Argosy Exchange, Argosy is the record owner of
2,500,000 shares of Argosy Non-Voting Shares. Immediately after the Argosy
Exchange, Argosy does not own any shares of Company Common Stock. Argosy ceased
to be the beneficial owner of more than five percent of the Company Common Stock
on December 18, 1997. As of February 28, 1998, CIBC Oppenheimer is the record
Owner of 713,000 shares of Company Common Stock.
Except as set forth in Item 3 hereof, Argosy and CIBC Oppenheimer have
not effected any transactions in shares of Company Common Stock during the past
60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Immediately after the Merger, as a result of the Subscription and the
Merger, Argosy owned 2,500,000 shares of Company Common Stock and 30,000
Warrants.
Immediately after the Merger, the Company and certain holders of
Company Common Stock, including Argosy, entered into the Stockholders Agreement.
Reference is hereby made to the discussion of the Stockholders Agreement set
forth above in response to Item 4, including the summary of provisions thereof,
which is incorporated by reference in its entirely herein. In addition, Argosy
and the Company entered into an Agreement, dated as of July 2, 1996 (the "Argosy
Agreement") pursuant to which, among other things, Argosy instructed the
Company, as its nondiscretionary proxy agent, to vote on its behalf all shares
of Company Common Stock held by Argosy regarding all matter that require
stockholder approval in proportion to votes actually cast by holder of Company
Common Stock, other than Joseph Littlejohn & Levy Fund 11 L.P. ("JLL"), subject
to the terms and conditions set forth in the Argosy Agreement.
In connection with the Argosy Exchange, the 2,500,000 shares of Company
Common Stock theretofore owned by Argosy were exchanged for the Argosy
Non-Voting Shares.
Except as set forth in this restated Schedule 13D, Argosy and CIBC
Oppenheimer do not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Company, including but not limited to the transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. Materials to be Filed as Exhibits.
None.
Page 8 of 9
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated: April 9, 1998
CIBC WG ARGOSY MERCHANT FUND 2, L.L.C.
By: /s/ Jay Levine
Name: Jay Levine
Title: Managing Director
CIBC OPPENHEIMER CORP.
By: /s/ Neal Thomas
Name: Neal Thomas
Title: Managing Director
Page 9 of 9
